As part of its corporate governance reform, NEC Corporation (NEC; TSE: 6701) shifted to a Company with a Nominating Committee, etc. in fiscal 2023, and has been promoting the separation of oversight and execution and the clarification of the roles of each. In order to further strengthen the monitoring function of the Board of Directors from fiscal 2025, NEC has established a policy to strengthen corporate governance, focusing on the Board structure, CEO succession planning, and the remuneration system.Through this, NEC aims to further increase the transparency and objectivity of management, accelerate business growth, achieve the Mid-term Management Plan 2025, and sustainably enhance corporate value.

1. Achieving a compact structure for the Board of Directors

In order to further invigorate discussions on medium- to long-term management policies and strategies at Board of Directors meetings, NEC will shift to a more optimal Board structure that is both sufficiently compact and has the necessary career experience and expertise in specialist fields, while also ensuring diversity.

(1) Appointment of Independent Outside Directors

Outside directors are selected for their skills and experience, which contribute to the sustainable growth of the corporate value of the company and enable the status of execution to be appropriately monitored. After the appointment, outside directors are also subject to peer review as part of the evaluation of effectiveness of the Board of Directors each year, and decisions on reappointment or dismissal are made based on the results of this review. However, the number of times they can be reappointed is limited to eight times.

(2) Appointment of Inside Directors

Inside directors are selected from representatives of the execution side where substantial authority has been delegated from the Board of Directors. NEC aims to have the optimal structure for a Board of Directors as a Company with a Nominating Committee, etc., by having a minimum number of inside directors, centering on the CEO.

2. CEO succession planning and the approach to developing and selecting the management team on the executive side

In order to continuously and fairly appoint a CEO who will lead the sustainable enhancement of the company's global corporate value, the Nominating Committee and the CEO will work together to implement CEO succession planning while ensuring transparency and objectivity. In addition, the CEO will develop and appoint the necessary personnel for the management team that leads the business based on the company's medium- to long-term strategies.

(1) The role of the Nominating Committee and CEO in CEO succession planning

The Nominating Committee is responsible for "determining the appropriate time for CEO succession" and "identifying candidates for the next CEO." It also supports the development of the next generation of management talent by the CEO. In addition, the CEO is responsible for "developing candidates for the next CEO" and "proposing candidates for succession to the Nominating Committee."

(2) CEO term of office, decision on reappointment or dismissal

In order for the Nominating Committee to determine the appropriate timing for CEO succession, the CEO's term of office is not fixed. Instead, the Nominating Committee conducts an "evaluation review" each year and determines whether the CEO will be reappointed or dismissed in the following year based on the CEO's intentions, business performance, a 360-degree evaluation of the CEO, as well as the status of the development of the next CEO candidate.

(3) Requirements for the next CEO candidate

The Nominating Committee will assess the candidates proposed by the CEO for the CEO successor from the perspective of their necessary management qualities and character as the next CEO, such as "transformational leadership," "vision and communication skills," "sense of responsibility and determination," "development and formation of an optimal management team," "ability to continue learning," and "ethics," and will select them in consideration of the medium-term management plan, management policies, and management environment.

(4) Development and appointment of a management team to lead business

With regard to Corporate Senior Executive Vice President, Corporate Executive Vice President, and Corporate Senior Vice President, including Executive Officers, NEC has been making decisions on reappointment and dismissal on a position-by-position basis every year from the perspective of "the right time, the right place, the right person." From April 2025 onwards, in order to accelerate flexible appointments of executives, including promoting young talent, ensuring diversity, as well as promotions, demotions and reappointments, NEC will thoroughly develop management talent and promote generational change by setting a maximum of three reappointments to the same position as a guideline.

3. How remuneration systems should be structured to provide incentives for enhancing corporate value

NEC will establish an executive remuneration system that provides incentives for competing and winning against global competitors, with the aim of enhancing corporate value through the achievement of the Mid-term Management Plan 2025 and the next Mid-term Management Plan, which aims for even greater heights.Specifically, NEC aims to set competitive and superior remuneration levels in line with its growth and to increase the ratio of stock compensation in particular, thereby linking management to a constant awareness of corporate value. To accelerate this movement, NEC will expand its stock compensation system.

(1) Introduction of stock compensation for Outside Directors

In order to further enhance the sharing of value with shareholders and strengthen awareness of the need for continuous enhancement in corporate value, NEC will introduce a non-performance-based, Restricted Stock Remuneration Plan for outside directors from June 2025.

(2) Expansion of stock compensation for Executive Officers and others

In order to strengthen the sharing of value with shareholders and to secure excellent human resources to take on management roles, in addition to the current performance-based stock compensation, a new non-performance-based Board Incentive Plan Trust will be introduced from April 2025 for Corporate Senior Vice President and above, including Executive Officers and others, and the ratio of stock compensation will be increased.

Comment from Harufumi Mochizuki, Chairman of the Nominating Committee

As NEC looks to enhance its corporate value on a global scale, the transition to a company with a Nominating Committee etc. was a catalyst for us to discuss the ideal structure for a Board of Directors that will lead to continuous growth in corporate value and the development of the next generation of management for true growth. The selection of directors and support for the development of the next generation of management, including the next CEO, is an important role of the Nominating Committee, and we will continue to operate in a way that contributes to enhancing corporate value.

Comment from Masashi Oka, Chairman of the Compensation Committee

In addition to achieving the goals of the Mid-term Management Plan 2025, the Compensation Committee has been discussing the direction and form of executive compensation that will serve as an incentive to achieve a competitive advantage globally over the medium to long term during the next Mid-term Management Plan period. As a result, NEC will introduce stock compensation for outside directors and increase the ratio of stock-based compensation for Officers from fiscal 2025, accelerating the strengthening of awareness of sustainable enhancement of corporate value. In addition, NEC will continue to strengthen the design and operation of its remuneration to ensure that it functions as an incentive to enhance corporate value and to secure promising management talent.

About NEC Corporation

NEC Corporation has established itself as a leader in the integration of IT and network technologies while promoting the brand statement of “Orchestrating a brighter world.” NEC enables businesses and communities to adapt to rapid changes taking place in both society and the market as it provides for the social values of safety, security, fairness and efficiency to promote a more sustainable world where everyone has the chance to reach their full potential. For more information, visit NEC at https://www.nec.com.

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